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NB Private Equity Partners Lim (NBPE)

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Monday 16 November, 2009

NB Private Equity Partners Lim

Placing and Offer for Subscription of ZDP Share...





16 November 2009
                 NB Private Equity Partners Limited

Placing and Offer for Subscription of ZDP Shares and Publication of a
                             Prospectus

Summary

Further to the  announcement by  NB Private  Equity Partners  Limited
("NBPE" or the "Company") on 7 October 2009, the Board is pleased  to
announce the  proposed  issue  of  up to  50  million  zero  dividend
preference shares  ("ZDP Shares")  pursuant to  the ZDP  Placing  and
Offer for Subscription at an issue  price of 100 pence per ZDP  Share
(the "ZDP Issue"). The ZDP Shares will be admitted to trading on  the
SFM and the CISX. Application has been  made to the LSE and the  CISX
for the ZDP Shares to be admitted to trading on the SFM and the CISX,
respectively.

A prospectus (the "Prospectus") including an application form for the
Offer for Subscription relating to  the ZDP Issue has been  published
today  and  will   be  made  available   on  the  Company's   website
www.nbprivateequitypartners.com.
The Prospectus has been approved by and filed with the Netherlands
Authority for the Financial Markets (Autoriteit Financi´┐Żle Markten)
and will be passported into the United Kingdom for the purpose of
admission of the ZDP Shares to trading on the SFM.  To view the
Prospectus in full, please paste the following URL into the address
bar of your browser.



http://www.rns-pdf.londonstockexchange.com/rns/6005C_1-2009-11-16.pdf



Rationale for  ZDP Placing  and  Offer for  Subscription and  Use  of
Proceeds

The Directors believe that the issue  of the new class of ZDP  Shares
will be beneficial for the Company for a number of reasons.

  * The Company's capital position is currently strong with excess
    capital resources over unfunded commitments of US$46.3 million at
    30 September 2009.

  * An issue of ZDP Shares would further enhance the Company's
    capital position and would provide additional resources to enable
    the Investment Manager to take advantage of current market
    opportunities without affecting the Company's conservative
    capital structure and commitment coverage.

  * The Directors believe that a number of potentially attractive
    investment opportunities, including secondary and distressed
    investments, are accessible in the current market environment and
    that opportunities for attractive investments will continue to be
    available over the next two years.

  * The Directors believe that the Company's existing private equity
    Investment Portfolio is well-positioned to generate attractive
    returns over the long term and that the ZDP Issue is expected to
    be accretive to Class A Shareholders over the long term.


Key Indicative Terms

The Company  is  proposing  the following  key  indicative  terms  in
relation to the ZDP Shares:

  * Gross Redemption Yield of 7.30 per cent.

  * ZDP Share Life of 7.5 years (to 31 May 2017)

  * Initial Asset Cover of 3.75 times*

  * Final Cover of 3.20 times*

*on the basis of the Assumptions (as detailed in the Prospectus and
including a maximum issue of 50 million ZDP Shares available to be
issued under the ZDP Placing and Offer for Subscription).

Expected Timetable

Each of the  times and dates  set out  below may be  adjusted by  the
Company, in which event  details of the new  times and dates will  be
notified by publication of  a notice through a  RIS. References to  a
time of day are to London time.


Latest time for receipt of Application Forms            1500 hours on
under the Offer for                                  24 November 2009
Subscription

Latest time for receipt of placing commitments          1300 hours on
under the                                            25 November 2009
ZDP Placing

Announcement of ZDP Placing and Offer for               0800 hours on
Subscription Results                                 26 November 2009

Admission and unconditional dealings in the           1 December 2009
ZDP Shares to commence on the SFM and CISX

CREST Accounts credited against payment in            1 December 2009
respect of the
ZDP Placing and Offer for Subscription

Certificates despatched for the ZDP Shares       From 4 December 2009


Defined terms used in this  announcement shall have the same  meaning
as ascribed to them in the Prospectus dated 16 November 2009.

For further information, please contact:


NBPE Investor Relations      +1 214 647 9593

Oriel Securities Limited    +44 20 7710 7600
Joe Winkley
Sapna Shah

Financial Dynamics          +44 20 7269 7114
Robert Bailhache
Nick Henderson


About NB Private Equity Partners Limited

NBPE is a closed-end private equity fund of funds investment  company
admitted to trading  on Euronext  Amsterdam and  the Specialist  Fund
Market of  the  London  Stock  Exchange.  NBPE  holds  a  diversified
portfolio   of   private   equity   fund   investments   and   direct
co-investments selected  by the  NB Alternatives  group of  Neuberger
Berman, diversified  across private  equity asset  class,  geography,
industry, vintage year and sponsor.

www.nbprivateequitypartners.com

This press release appears  as a matter of  record only and does  not
constitute an offer to sell or a solicitation of an offer to purchase
any security.

NBPE is established as a  closed-end investment company domiciled  in
Guernsey.  NBPE has  received the necessary  consent of the  Guernsey
Financial Services  Commission  and  the States  of  Guernsey  Policy
Council.  NBPE is registered with  the Netherlands Authority for  the
Financial Markets  (Autoriteit Financi´┐Żle  Markten) as  a  collective
investment scheme which may  offer participations in The  Netherlands
pursuant to article  2:66 of  the Financial  Markets Supervision  Act
(Wet op het financial toezicht).

The distribution of this Announcement  and the ZDP Placing and  Offer
for Subscription in certain jurisdictions  may be restricted by  law.
No action has been taken by  the Company or Oriel Securities  Limited
("Oriel") that  would  permit  an  offering  of  the  ZDP  Shares  or
possession or distribution of this Announcement or any other offering
or publicity material  relating to  such shares  in any  jurisdiction
where action  for  that  purpose  is  required.  Persons  into  whose
possession this Announcement  comes are required  by the Company  and
Oriel to inform themselves about, and to observe, such restrictions.

The information presented herein is not an offer for sale within  the
United States  of  any  equity  shares or  other  securities  of  the
Company. The Company has  not been and will  not be registered  under
the US Investment Company  Act of 1940,  as amended (the  "Investment
Company Act"). In addition, the ZDP Shares have not been and will not
be registered under the  US Securities Act of  1933, as amended  (the
"Securities Act") or any other  applicable law of the United  States.
Consequently, the ZDP Shares may not be offered or sold or  otherwise
transferred within the United  States, or to, or  for the account  or
benefit of,  US  Persons  (as  defined  in  Regulation  S  under  the
Securities  Act),   except  pursuant   to  an   exemption  from   the
registration  requirements   of   the  Securities   Act   and   under
circumstances which will  not require the  Company to register  under
the Investment Company Act. No public  offering of the ZDP Shares  is
being made in the United States. The ZDP Shares may only be resold or
transferred in  accordance with  the restrictions  set forth  in  the
Prospectus and  related  subscription documents.  This  communication
should not  be distributed,  forwarded, transferred,  reproduced,  or
otherwise transmitted, directly or indirectly, to any persons  within
the United States or to any US Persons unless it is lawful to do so.

This communication is directed only at (i) persons outside the United
Kingdom to  whom it  is lawful  to communicate  it, or  (ii)  persons
having professional experience in matters relating to investments who
fall within the definition  of "investment professionals" in  Article
19(5) of  the  Financial Services  and  Markets Act  2000  (Financial
Promotion)  Order  2005  (as  amended),  or  (iii)  high  net   worth
companies, unincorporated associations and partnerships and  trustees
of high value trusts as described  in Article 49(2) of the  Financial
Services and Markets  Act 2000 (Financial  Promotion) Order 2005  (as
amended), each  a "Relevant  Person", and  persons who  receive  this
communication who do not fall within (i), (ii) or (iii) above  should
not rely on or act upon this communication.

This Announcement  is  for information  purposes  only and  does  not
constitute an invitation  to subscribe  for or  otherwise acquire  or
dispose of  securities  in  the  Company  in  any  jurisdiction.  The
information contained in this Announcement is for background purposes
only and does not purport to be full or complete. No reliance may  be
placed  for  any  purpose  on  the  information  contained  in   this
Announcement or its accuracy or completeness, This announcement  does
not constitute or form  part of any  offer to issue  or sell, or  any
solicitation of any offer to  subscribe or purchase, any  investments
nor shall it (or the fact of its distribution) form the basis of,  or
be relied on in connection with, any contract therefor.

This announcement may  include certain "forward-looking  statements".
These statements are based on the current expectations of the Company
and are  naturally  subject to  uncertainty  and changes  in  certain
circumstances.   Forward-looking    statements   typically    include
statements   containing   words   such   as   "intends",   "expects",
"anticipates", "targets", "plans", "estimates"  and words of  similar
import. By their nature, forward-looking statements involve risk  and
uncertainty because they relate to events and depend on circumstances
that will occur in the future.  There are various factors that  could
cause actual results and developments to differ materially from those
expressed  or  implied  by  such  forward-looking  statements.  These
factors  include,  but  are  not  limited  to,  changes  in  economic
conditions, changes in  the regulatory  environment, fluctuations  in
value of real  estate, interest  and exchange rates,  the outcome  of
litigation and  government actions.  Other unknown  or  unpredictable
factors could cause actual results to differ materially from those in
the forward-looking statements.  The Company does  not undertake  any
obligation to update publicly  or revise forward-looking  statements,
whether as a result of  new information, future events or  otherwise,
except to the extent legally required.

All investments are subject to risk. Past performance is no guarantee
of future returns.  The value of investments may fluctuate.   Results
achieved in  the  past are  no  guarantee of  future  results.   This
document is  not  intended to  constitute  legal, tax  or  accounting
advice or  investment  recommendations.   Prospective  investors  are
advised to seek expert legal,  financial, tax and other  professional
advice before making any investment decision. Statements contained in
this document  that are  not historical  facts are  based on  current
expectations, estimates, projections, opinions and beliefs of  NBPE's
investment manager. Such statements involve known and unknown  risks,
uncertainties and other  factors, and  undue reliance  should not  be
placed thereon. Additionally, this document contains "forward-looking
statements". Actual events  or results or  the actual performance  of
NBPE may differ  materially from those  reflected or contemplated  in
such targets or forward-looking statements.

Oriel Securities  Limited  is acting  for  NBPE and  no-one  else  in
connection with the ZDP Issue and will not be responsible to  anyone
other  than  NBPE   for  providing   the  protections   afforded   to
customers of Oriel  or for providing  advice in relation  to the  ZDP
Placing.

---END OF MESSAGE---




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